shl Doc 3324 Filed 06/21/12 Entered 06/21/12 16:47:48 Main Document Pg 1 of 28

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JENNER & BLOCK LLP 353 North Clark Street Chicago, Illinois 60654-3456 Telephone: (312) 222-9350 Facsimile: (312) 527-0484

Catherine L. Steege (admitted pro hac vice) Charles B. Sklarsky (pro hac vice pending) 919 Third Avenue, 37th Floor

New York, New York 10022-3908 Telephone: (212) 891-1600 Facsimile: (212) 891-1699 Marc B. Hankin

Proposed Counsel to the Retiree Committee

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

---In re

AMR Corporation, et al.,

Debtors. X : : : : : : Case No. 11-15463 (SHL) (Chapter 11) (Jointly Administered) ---X

NOTICE OF HEARING ON APPLICATION

OF THE SECTION 1114 COMMITTEE OF RETIRED EMPLOYEES FOR AN ORDER AUTHORIZING THE EMPLOYMENT AND

RETENTION OF JENNER & BLOCK LLP AS ATTORNEYS FOR THE RETIREE COMMITTEE PURSUANT TO 11 U.S.C. §§ 1103(a)

AND 1114(b)(2) NUNC PRO TUNC TO JUNE 8, 2012

PLEASE TAKE NOTICE that a hearing on the Application of the Section 1114 Committee of Retired Employees for an Order Authorizing the Employment and Retention of Jenner & Block LLP as Attorneys for the Retiree Committee Pursuant to 11 U.S.C. §§ 1103(a) and 1114(b)(2) nunc pro tunc to June 8, 2012 (the “Application”), filed by the Section 1114 Committee of Retired Employees (the “Retiree Committee”), will be held before the Honorable Sean H. Lane, United States Bankruptcy Judge, in Room 701 of the United States Bankruptcy

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Court for the Southern District of New York (the “Bankruptcy Court”), One Bowling Green, New York, New York 10004, on July 19, 2012 at 10:00 a.m. (Eastern Time), or as soon thereafter as counsel may be heard.

PLEASE TAKE FURTHER NOTICE that any responses or objections to the Application (the “Objections”) must be in writing, shall conform to the Federal Rules of Bankruptcy Procedure and the Local Bankruptcy Rules for the Southern District of New York, and shall be filed with the Bankruptcy Court (a) by registered users of the Bankruptcy Court’s case filing system, electronically in accordance with General Order M-399 (which can be found at http://nysb.uscourts.gov) and (b) by all other parties in interest, on a 3.5 inch disk, in text searchable portable document format (PDF) (with a hard copy delivered directly to Chambers), in accordance with the customary practices of the Bankruptcy Court and General Order M-399, to the extent applicable, and served in accordance with General Order M-399 and on (i) the proposed attorneys for the Retiree Committee, Jenner & Block LLP, 353 N. Clark St., Chicago, Illinois 60654 (Attn: Catherine Steege); (ii) the attorneys for the Debtors, Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153 (Attn: Alfredo R. Pérez, Esq.), (iii) the Debtors, c/o AMR Corporation, 4333 Amon Carter Boulevard, MD 5675, Fort Worth, Texas 76155 (Attn: Kathryn Koorenny, Esq.), (iv) the Office of the United States Trustee for the Southern District of New York, 33 Whitehall Street, 21st Floor, New York, New York 10004 (Attn: Brian Masumoto, Esq.), (v) the attorneys for the Official Committee of Unsecured Creditors, Skadden, Arps, Slate, Meagher & Flom LLP, 155 North Wacker Drive, Chicago, Illinois 60606 (Attn: John Wm. Butler, Jr., Esq.) and Four Times Square, New York, New York 10036 (Attn: Jay M. Goffman, Esq.), and (vi) all entities that requested notice in these chapter 11

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cases under Fed. R. Bankr. P. 2002 so as to be received no later than July 12, 2012 at 4:00 p.m. (Eastern Time) (the “Objection Deadline”).

PLEASE TAKE FURTHER NOTICE that if no Objections are timely filed and served with respect to the Application, the Committee may, on or after the Objection Deadline, submit to the Bankruptcy Court an order substantially in the form of the proposed order annexed to the Application, which order may be entered with no further notice or opportunity to be heard.

Dated: June 21, 2012 Respectfully submitted, JENNER & BLOCK LLP

By: /s/ Catherine L. Steege 353 North Clark Street

Chicago, Illinois 60654-3456 Telephone: (312) 222-9350 Facsimile: (312) 527-0484

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Proposed Counsel to the Retiree Committee

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

---In re

APPLICATION OF THE SECTION 1114 COMMITTEE OF RETIRED EMPLOYEES FOR AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF JENNER & BLOCK LLP AS ATTORNEYS FOR THE RETIREE COMMITTEE PURSUANT TO 11 U.S.C. §§ 1103(a) AND 1114(b)(2) NUNC PRO TUNC TO JUNE 8, 2012

The Section 1114 Committee of Retired Employees (the “Retiree Committee”) hereby submits this application (this “Application”) for entry of an order to employ and retain the law firm of Jenner & Block LLP (“Jenner & Block”) as attorneys for the Retiree Committee. In support of this Application, the Retiree Committee submits herewith the Declaration of Catherine L. Steege of Jenner & Block (the “Steege Declaration”), attached hereto as Exhibit A. In further support of this Application, the Retiree Committee states as follows:

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2 Jurisdiction

1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2).

2. The statutory predicates for the relief sought herein are sections 1114(b)(2) and 1103(a) of title 11 of the United States Code, 11 U.S.C. §§ 101-1330 (the “Bankruptcy Code”), Rules 2014, 2016 and 5002 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and Rule 2014-1 of the Local Rules For The United States Bankruptcy Court Southern District Of New York (the “Local Rules”).

Background

3. On November 29, 2011, AMR Corporation and its related debtors, as debtors and debtors-in-possession (collectively, the “Debtors”) commenced voluntary cases under the Bankruptcy Code. The Debtors are operating their businesses and managing their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

4. On March 23, 2012, the Bankruptcy Court entered a Stipulation and Order (I) Directing Appointment of Committee of Retired Employees Pursuant to 11 U.S.C. § 1114 and (II) Resolving Motions of (A) AMR Retirees Pension Protection Corporation and (B) Ad Hoc Committee of Passenger Service Agents [Dkt. 2007] in which it ordered the appointment of a single committee of the Debtors’ retired employees consisting of retired unionized and non-unionized employees pursuant to sections 1114(c) and (d) of the Bankruptcy Code.

5. On April 20, 2012, the United States Trustee filed the Report of the United States Trustee Noticing the Appointment of the Non-Union Retirees Pursuant to Section 1114(d) and Recommending the Authorized Representatives Pursuant to Section 1114(c) [Dkt. 2398], and on

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May 3, 2012, the Bankruptcy Court entered an Order Approving Recommendations of United States Trustee with Respect to Authorized Representatives of Labor Organization for Retiree Committee [Dkt. 2581].

6. The Retiree Committee consists of: Laura Glading, Association of Professional Flight Attendants; Robert Gless, Transport Workers Union of America; James Sovich, Allied Pilots Association; Charles Marlett for the Union Retirees; and Rita Kepple for the Non-Union Retirees.

7. On June 8, 2012, the Retiree Committee decided to retain Jenner & Block to represent the Retiree Committee with respect to the performance of its duties under 11 U.S.C. § 1114.

Relief Requested

8. The Retiree Committee seeks authority from this Court to employ the law firm of Jenner & Block as its counsel nunc pro tunc to June 8, 2012 under section 1114(b)(2) of the Bankruptcy Code to represent the Retiree Committee in connection with the performance of its duties. The primary attorneys anticipated to work on this engagement are Catherine L. Steege, Charles B. Sklarsky, Marc B. Hankin, Melissa M. Hinds, and David H. Hixson.

Basis for Relief

9. The Retiree Committee requires Jenner & Block to act as its counsel for all matters relating to the performance of the Retiree Committee’s duties under 11 U.S.C. § 1114, including, without limitation, the following services:

a. providing assistance, advice and representation concerning any proposed modification of the benefits to be provided to the Retirees;

b. negotiating with the Debtors concerning any proposed modification of the Retirees’ benefits in general;

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c. representing the Retiree Committee in any proceedings and hearings that involve or might involve matters pertaining to the benefits of the Retirees;

d. preparing on behalf of the Retiree Committee any necessary adversary complaints, motions, applications, orders and other legal papers relating to such matters;

e. advising the Retiree Committee of its powers and duties;

f. prosecuting and defending litigation matters and such other matters concerning any proposed modification of the Retirees’ medical benefits, or the Retirees’ benefits in general, that might arise;

g. advising the Retiree Committee with respect to bankruptcy, general corporate, labor, employee benefits and litigation issues concerning any proposed modification of the Retirees’ medical benefits, or the Retirees’ benefits in general; and

h. performing such other legal services as may be necessary and appropriate for the efficient and economical resolution of the Retiree Committee’s consideration of any proposal to modify the Retirees’ benefits.

10. The Retiree Committee selected Jenner & Block as its counsel because its attorneys have extensive experience, knowledge and resources in the areas of bankruptcy/creditors’ rights, labor law, taxation, employee benefits and litigation, and Jenner & Block has the ability to commit substantial resources to the representation of the Retiree Committee. In addition, Jenner & Block has significant experience in this area of the law as it previously represented the section 1114 committees in the chapter 11 cases of both Northwest Airlines Corporation and United Airlines, Inc.

11. The Retiree Committee therefore believes that Jenner & Block is well qualified to represent it in these chapter 11 cases, and requests that the Court approve such retention.

12. Based upon the Steege Declaration, attached hereto as Exhibit A and incorporated herein by reference, the Retiree Committee believes that, except as set forth therein, Jenner & Block’s partners and associates do not represent any entity having an interest adverse to the

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Retiree Committee in the context of these cases. Jenner & Block does represent two of these creditors in these cases (as indicated in the Steege Declaration). Jenner & Block believes continued representation of these other creditors is allowed under Sections 1114(b)(2) and 1103 of the Bankruptcy Code.

13. It is contemplated that Jenner & Block will seek compensation for attorneys’ fees and paraprofessionals’ fees and reimbursement of necessary and reasonable out-of-pocket expenses in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and the Court’s March 8, 2012 Second Amended Order Pursuant to 11 U.S.C. §§ 105(a) and 331 Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [Dkt. 1656] (the “Interim Compensation Order”).

14. A schedule of Jenner & Block’s current hourly rates is attached to the Steege Declaration as Exhibit 1 and incorporated herein by reference. Jenner & Block adjusts its rates annually at the start of each calendar year. The rates attached hereto are 2012 rates. The Retiree Committee submits that such rates are reasonable and should be approved by the Court subject to a determination of the amount to be paid to Jenner & Block upon application for allowance. It is further contemplated that Jenner & Block will seek interim compensation and reimbursement of expenses during this case as permitted by Section 331 of the Bankruptcy Code, as permitted by the Interim Compensation Order, or as permitted by the Local Rules.

15. A statement of the compensation paid for services rendered or to be rendered in contemplation of or in connection with this case by Jenner & Block, and the source of such compensation, is included in the Steege Declaration. Jenner & Block’s attorneys intend to record their time utilizing the following categories: Committee Administration, Fee Petition, Benefits Negotiation, and Litigation.

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16. The Retiree Committee believes that the employment of Jenner & Block would be in the best interests of the Retiree Committee and desires to employ Jenner & Block, effective as of June 8, 2012, with compensation to be determined upon application to the Court.

Notice

17. Notice of this Motion has been provided to the Master Service List in accordance with the Order Pursuant to 11 U.S.C. §§ 105(a) and (d) and Rules 1015(c), 2002(m), and 9007 of the Bankruptcy Rules Implementing Certain Notice and Case Management Procedures, dated December 23, 2011 [Dkt. 453]. The Retiree Committee submits that, in view of the facts and circumstances, such notice is sufficient and no other or further notice need be provided.

WHEREFORE, the Retiree Committee respectfully requests the entry of an order in the form attached hereto as Exhibit B: (i) authorizing and approving the retention and employment by the Retiree Committee of Jenner & Block as their attorneys for the express purposes set forth herein, effective as of June 8, 2012, with compensation and reimbursement of expenses to be paid as an administrative expense in such amounts as may be allowed by this Court pursuant to sections 330, 331, 503(b) and 507(a)(1) of the Bankruptcy Code and the Interim Compensation Order; (ii) directing that copies of all notices, pleadings and other documents filed in this case and any and all adversary proceedings be served upon Jenner & Block LLP, Attention: Catherine L. Steege, 353 North Clark Street, Chicago, Illinois 60654; and (iii) granting such other and further relief as this Court deems just and proper.

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Dated: June 21, 2012 Respectfully submitted, Section 1114 Committee of Retired Employees

By: /s/ James Sovich

James Sovich, not individually but solely as the Chairperson of the Section 1114 Committee of Retired Employees

Prepared by:

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EXHIBIT A (Steege Declaration)

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

---In re

DECLARATION OF CATHERINE L. STEEGE IN SUPPORT OF APPLICATION OF THE SECTION 1114 COMMITTEE OF RETIRED EMPLOYEES FOR AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF JENNER & BLOCK LLP AS

ATTORNEYS FOR THE RETIREE COMMITTEE PURSUANT TO 11 U.S.C. §§ 1103(a) AND 1114(b)(2) NUNC PRO TUNC TO JUNE 8, 2012

I, Catherine L. Steege, hereby declare that the following is true and correct to the best of my knowledge, information and belief:

1. I am a partner of the firm of Jenner & Block LLP (“Jenner & Block”) which maintains offices for the practice of law in Chicago, Illinois; New York, New York; Washington D.C.; and Los Angeles, California.

2. I am an attorney duly licensed in and am a member in good standing of the bar for the State of Illinois and am admitted to practice before the United States District Court for the Northern District of Illinois.

3. I submit this Declaration pursuant to sections 1103(a) and 1114(b)(2) of title 11 of the United States Code, 11 U.S.C. §§ 101-1330 (the “Bankruptcy Code”), and to comply with sections 328 and 504 of the Bankruptcy Code, Rules 2014(a), 2016(b) and 5002 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and the local Bankruptcy Rules for the United States District Court and the United States Bankruptcy Court for the Southern District of New York (the “Local Rules”) in support of the Application of the Section 1114 Committee of

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Retired Employees for an Order Authorizing the Employment and Retention of Jenner & Block LLP as Attorneys for the Retiree Committee Pursuant to 11 U.S.C. §§1103 and 1114(b)(2) Nunc Pro Tunc to June 8, 2012 (the “Application”) filed contemporaneously herewith by the Section 1114 Committee of Retired Employees (the “Retiree Committee”) appointed in the above-referenced jointly administered chapter 11 cases (the “Chapter 11 Cases”). Except as otherwise indicated herein, I have personal knowledge of the matters set forth herein and, if called as a witness, would testify competently thereto.1

Qualifications of Jenner & Block

4. The Retiree Committee selected Jenner & Block as its counsel, subject to this Court’s approval, on June 8, 2012.

5. I and others at Jenner & Block have extensive experience, knowledge and resources in the areas of bankruptcy/creditors’ rights, labor law, taxation, employee benefits and litigation, and Jenner & Block has the ability to commit substantial resources to the representation of the Retiree Committee. In addition, I and others at Jenner & Block have significant experience in representing section 1114 committees. I previously served as lead counsel for the section 1114 committees in the chapter 11 cases of both Northwest Airlines Corporation and United Airlines, Inc.

6. As a result of Jenner & Block’s extensive experience in this area, as well as my own personal expertise in representing section 1114 committees, I believe Jenner & Block is well qualified and uniquely able to represent the Retiree Committee.

Services To Be Rendered

7. The Retiree Committee has requested Jenner & Block to act as counsel to the

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Certain of the disclosures herein relate to matter within the knowledge of other attorneys of Jenner & Block and are based on information provided by them.

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Retiree Committee for all matters relating to the performance of the Retiree Committee’s duties under 11 U.S.C. § 1114, including, without limitation, the following services:

g. advising the Retiree Committee with respect to bankruptcy, general corporate, labor, employee benefits and litigation issues concerning any proposed modification of the Retirees’ medical benefits, or the Retirees’ benefits in general; and

Statement of Connections

8. Neither the firm of Jenner & Block, any partner or associate thereof, nor I, insofar as I have been able to ascertain, represent any interest adverse to that of the Retiree Committee in the matters upon which the Retiree Committee seeks to retain Jenner & Block.

9. To the best of my knowledge and except as set forth herein, the partners, counsel, and associates of Jenner & Block do not have any connection with any of the Debtors, their affiliates, creditors, equity security holders or any other party in interest, or their respective

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attorneys and accountants, the United States Trustee for the Southern District of New York or any person employed in the office of the same, or any judge in the Bankruptcy Court for the Southern District of New York or any person employed in the office of the same.

10. To the best of my knowledge neither the firm of Jenner & Block, any partner, counsel, or associate thereof, nor I, insofar as I have been able to ascertain, is or was a director, officer or employee of the Debtors or of an investment banker as defined in § 101(14)(B) or (C) of the Bankruptcy Code within two years before the date of this filing.

11. Except as described herein, to the best of my knowledge, neither the firm of Jenner & Block, any partner, counsel, or associate thereof, nor I, insofar as I have been able to ascertain, has an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors.

12. Because of the nature of the Debtors’ business and structure, relationships between Jenner & Block (on the one hand) and the Debtors and/or their largest creditors (on the other hand) may have existed in past years and may exist in the future. Any such contacts or relationships do not relate to the Chapter 11 Cases and the matters on which the Retiree Committee will retain Jenner & Block and thus do not create any conflicts with respect to Jenner & Block’s representation of the Retiree Committee. Jenner & Block is a large law firm with four offices nationwide; as such, the firm’s conflict clearance procedures are understandably complex, and as of the date of this Affidavit, the firm continues to investigate its contacts with the case.

13. In accordance with Bankruptcy Rule 2014(a), prior to filing the Application, Jenner & Block conducted a disclosure review with respect to Jenner & Block’s connections to

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the Debtors, the Debtors’ 50 largest creditors as stated on their consolidated list of largest creditors, the creditors holding secured claims as listed on Schedule D of the Debtors’ Schedules, the Debtors’ officers and directors, the professionals for which orders have been entered authorizing their retention as counsel to the Debtors and the Unsecured Creditors’ Committee, the judges for the Southern District of New York and the staff of the U.S. Trustee’s office for Region 2, and certain other significant creditors of the Debtors (referred to herein as the “identified parties in interest”). As part of this inquiry, Jenner & Block has sent a general inquiry by electronic mail to all attorneys to verify that such attorneys were not representing and have not represented any entity adverse to the interests of the Retiree Committee.

14. In addition, a general inquiry to all Jenner & Block personnel (attorneys and staff) was sent by electronic mail to determine whether any such individual or any member of his or her household (i) owns any debt or equity securities of AMR Corp. or any of its affiliates; (ii) holds a claim against or interest adverse to AMR Corp. or any of its affiliates (unrelated to frequent flyer miles or vouchers); (iii) is or was an officer director, or employee of AMR Corp. or any of its affiliates; (iv) is related to or has any connection bankruptcy judges in the Southern District of New York; or (v) is related to or has any connection to anyone working in the Office of the United States Trustee for the Southern District of New York.

15. Upon information and belief, of the identified parties in interest, Jenner & Block currently represents the following entities on matters unrelated to the Debtors:

• Zurich Insurance

• Hamilton Sunstrand

• YRC Inc.

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• Branch Banking & Trust Co.

• Capital One Financial

• University of Illinois

• American Electric Power Co., Inc.

• CenturyLink Inc.

• Charter Communications

• Peoples Gas Light & Coke Co.

• Primus Telecommunications Group

• Public Service Enterprise Group

• Compass Lexecon

• Duff & Phelps

• Moelis & Co., LLC

• Mesirow Financial Consulting LLC

• City of Chicago

• Consolidated Edison Company of New York (Con Edison)

• GE (GE Capital Aviation Services, LLC)

• ING Verzekeringen (ING Bank, NV)

• Sprint Nextel

• Dow Chemical Co.

• VF Corp (VF Imagewear, Inc)

• Hunton & Williams

• McDermott Will & Emory

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• Wiggin & Dana LLP

• Winston & Strawn

• Stephenson Harwood

16. Upon information and belief, of the identified parties in interest, Jenner & Block has represented within the last two years, but does not currently represent, the following entities on matters unrelated to the Debtors:

• Eaton Corp.

• RR Donnelley & Sons 11/11

• Bayerische Landesbank NY

• AT&T Wireless Services Inc. (AT&T)

• Cable & Wireless PLC

• SBC Communications

• TXU Europe (Energy Future Holdings Corp. f/k/a TXU)

• Waste Management

• Brinks Hofer Gilson & Lione

• Petroleo Brasileiro S.A. – Petrobras (Petrobras Distribuidora, SA)

• Shell Oil Company

• WRS Holding Co. (Westinghouse Electric)

• Petroleo Brasileiro S.A.

• Shell Oil Company

• WRS Holding Co. (Westinghouse Electric)

• Nagashima Ohno & Tsunematsu

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17. Based on its review, Jenner & Block represents only two of the Debtors’ creditors on matters arising from or related to the Debtors’ bankruptcy cases. Jenner & Block has represented and continues to represent Honeywell International, Inc. on matters related to the Debtors’ bankruptcy cases. Jenner & Block has represented and continues to represent the Lyric Opera of Chicago on a pro bono basis on matters related to the Debtors’ bankruptcy cases. In addition, Jenner & Block has represented, but has withdrawn from representing, the U.S. Grey Eagles, Inc. d/b/a The Grey Eagles, Inc. in the Debtors’ bankruptcy cases. The U.S. Grey Eagles, Inc. is a not for profit association of retired American Airlines pilots that appeared at the hearing with respect to the motion to appoint the Retiree Committee. Jenner & Block has informed the Retiree Committee of these representations and the Retiree Committee has consented to these representations by Jenner & Block. Continued representation of Honeywell International, Inc. and the Lyric Opera of Chicago is permitted under Sections 1114(b)(2) and 1103 of the Code.

18. In addition, certain partners, counsel, associates, and staff of Jenner & Block have the following connections to the Debtors:

• A Jenner & Block partner owns 5,000 shares of AMR Corp.

• A Jenner & Block paralegal has a sister who works as a gate agent for American Airlines.

Each of these individuals will be screened from Jenner & Block’s representation of the Retiree Committee.

19. In addition, while certain of Jenner & Block’s attorneys have previously served as law clerks to Judges in the United States Bankruptcy Court for the Southern District of New York, no Jenner & Block attorney served as a law clerk to the Honorable Sean H. Lane. No Jenner & Block attorneys have any connections to the United States Trustee for Region 2,

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however, my partner Ronald Peterson and I are on the panel of private trustees maintained by the United States Trustee for Region 11.

20. In addition, Jenner & Block has previously represented American Airlines in matters completely unrelated to these chapter 11 cases and American Airlines restructuring matters. According to the firm’s billing records, Jenner & Block last did any work for American Airlines in 2009.

21. Finally, Jenner & Block has been and may be in the future a customer of the Debtors. Jenner & Block and its attorneys and staff have purchased and will continue to purchase, the Debtors’ airline tickets. At any given time, Jenner & Block attorneys and staff may hold fully paid airline tickets for travel on a future date and/or other vouchers, credits, uncashed refund checks, or other travel credits. Jenner & Block attorneys and staff also participate in a number of travel-related customer programs offered by the Debtors.

22. While Jenner & Block has undertaken, and continues to undertake, extensive efforts to identify connections with the Retiree Committee and other parties in interest, it is possible that connections with some parties in interest have not yet been identified. Should Jenner & Block, through its continuing efforts, learn of any new connections of the nature discussed herein, Jenner & Block will so advise the Court.

23. Jenner & Block will not, while employed by the Retiree Committee, represent any other entity having an adverse interest in the matters upon which the Retiree Committee seeks to retain Jenner & Block during the pendency of this case. Jenner & Block will continue to represent other creditors on matters which do involve the Retiree Committee in the Debtors’ cases.

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Statement Under Section 329 of the Bankruptcy Code and Under Federal Rule of Bankruptcy Procedure 2016

24. In accordance with sections 329 and 504 of the Bankruptcy Code and Bankruptcy Rule 2016, I hereby state that neither I nor Jenner & Block has entered into any agreements, express or implied, with any other party in interest, including the Debtors, any creditors, or any attorney for such party in interest in these cases: (a) for the purpose of sharing or fixing fees or other compensation to be paid to any such party in interest or its attorneys for services rendered in connection therewith; (b) for payment of such compensation from the assets of the estate in excess of the compensation allowed by this Court pursuant to the applicable provisions of the Bankruptcy Code; or (c) for payment of compensation in connection with this case other than in accordance with the applicable provisions of the Bankruptcy Code.

25. A schedule of Jenner & Block’s 2012 hourly rates is attached hereto as Exhibit 1 and incorporated herein by reference. The hourly rates charged by Jenner & Block’s professionals differ based on, among other things, the professional’s level of experience and the rates normally charged in the location of the office in which the professional is resident. The hourly rates are Jenner & Block’s standard rates for work of this nature. Other attorneys and paralegals may from time to time serve the Retiree Committee in connection with the matters herein described. Jenner & Block adjusts its rates annually at the start of each calendar year. In addition to its hourly rates, Jenner & Block will seek reimbursement of certain expenses, including, without limitation, costs for photocopying, travel and travel-related expenses, computerized research, messengers, couriers, postage, witness fees, electronic data management services, and other fees related to trials and hearings.

26. Jenner & Block intends to apply for compensation for professional services rendered in connection with this chapter 11 case and for reimbursement of expenses in

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accordance with the provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and the Court’s March 8, 2012 Second Amended Order Pursuant to 11 U.S.C. §§ 105(a) and 331 Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [Dkt. 1656]. We intend to record their time utilizing the following categories: Committee Administration, Expenses, Fee Petition; Benefits Negotiation and Discovery and Trial Work.

27. I have read the application of the Retiree Committee for an order approving the retention of Jenner & Block as attorneys for the Retiree Committee that accompanies this Affidavit and, to the best of my knowledge, information and belief, the contents of the Application and this Affidavit are true and correct.

I declare under penalty of perjury under the laws of the United States of America that, to the best of my knowledge and belief, and after reasonable inquiry, the foregoing is true and correct.

/s/ Catherine L. Steege

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Exhibit 1

Jenner & Block Range of Hourly Billing Rates

General Range of Rates Hourly Rates

Partners $560 – $1,050

Associates $330 – $600

Paralegals $180 – $295

Project Assistants $165 – $180

Partners Expected to Be Most Active

Catherine L. Steege Charles B. Sklarsky Marc B. Hankin Melissa M. Hinds $850 $925 $875 $575

Associates Expected to Be Most Active

David H. Hixson $550

Paralegals Expected to Be Most Active

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EXHIBIT B (Proposed Order)

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

---In re

ORDER AUTHORIZING THE EMPLOYMENT AND

RETENTION OF JENNER & BLOCK LLP AS ATTORNEYS FOR THE RETIREE COMMITTEE PURSUANT TO 11 U.S.C. §§ 1103(a)

AND 1114(b)(2) NUNC PRO TUNC TO JUNE 8, 2012

Upon the Application of the Section 1114 Committee of Retired Employees for an Order Authorizing the Employment and Retention of Jenner & Block LLP as Attorneys for the Retiree Committee Pursuant to 11 U.S.C. §§ 1103(a) and 1114(b)(2) nunc pro tunc to June 8, 2012 (the “Application”), filed by the Section 1114 Committee of Retired Employees (the “Retiree Committee”) of AMR Corporation and certain of its subsidiaries, debtors and debtors-in-possession (collectively, the “Debtors”) in the above-captioned cases (the “Chapter 11 Cases”); and upon the Declaration of Catherine L. Steege in Support of the Application (the “Steege Declaration”); and having heard the statements of counsel in support of the relief requested therein and at a hearing thereon (the “Hearing”); and the Court finding that (a) the Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334; (b) this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); (c) Jenner & Block does not hold or represent any interest materially adverse to the Retiree Committee with respect to matters for which Jenner & Block is to be retained; and (d) the Retiree Committee’s retention of Jenner & Block is in the best interest of the Retiree Committee; the Court finding that notice of the Application given by the Retiree Committee was sufficient under the circumstances and that no other or further notice is

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necessary; and the Court being fully advised in the premises and having determined that the legal and factual bases set forth in the Application, the Steege Declaration, and at the Hearing on the Application establish just cause for the relief herein granted; it is hereby:

ORDERED, ADJUDGED AND DECREED THAT:

1. The Application is granted to the extent provided herein.

2. The Retiree Committee is authorized, pursuant to section 1114(b)(2) of the Bankruptcy Code to employ and retain Jenner & Block as its counsel in the Chapter 11 Cases in accordance with Jenner & Block’s normal rates and disbursement policies, and upon such other terms and conditions set forth in the Application, nunc pro tunc to June 8, 2012.

3. Jenner & Block is authorized to act as counsel to the Retiree Committee for all matters relating to the performance of the Retiree Committee’s duties under 11 U.S.C. § 1114, including, without limitation, the following services:

g. advising the Retiree Committee with respect to bankruptcy, general corporate, labor, employee benefits and litigation issues concerning any

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proposed modification of the Retirees’ medical benefits, or the Retirees’ benefits in general; and

4. Jenner & Block shall be compensated in accordance with and will file interim and final fee applications for allowance for its compensation and expenses and shall be subject to sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, any applicable orders of the Court, the Second Amended Order Pursuant to 11 U.S.C. §§ 105(a) and 331 Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [Dkt. 1656], the Amended Guidelines for Fees and Disbursements for Professionals in the Southern District of New York Bankruptcy Cases, M-389 (November 25, 2009), and the United States Trustee Fee Guidelines.

5. Jenner & Block shall be reimbursed only for reasonable and necessary expenses as provided in the Fee Guidelines.

6. No less than ten business days prior to effecting any increases in the rates set forth in the Application and Steege Declaration, Jenner & Block shall file, and provide notice to the Debtors and the United States Trustee, a supplemental affidavit with the Court, which explains the basis for the requested rate increases in accordance with section 330(a)(3)(F) of the Bankruptcy Code and indicates whether the Retiree Committee has received notice of and approved the proposed rate increase.

7. The United States Trustee’s right to object to the reimbursement of any and all of the expenses described in the Application or the Steege Declaration, including the right to object to any increase in hourly rates, is expressly reserved.

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Application or the Steege Declaration, the terms of this Order shall govern.

9. The Retiree Committee is authorized and empowered to take all actions necessary to implement the relief granted in this Order.

10. The terms and conditions of this Order shall be immediately effective and enforceable upon its entry.

11. The Court shall retain jurisdiction to hear and to determine all matters arising from or related to the implementation of this Order.

Dated: New York, New York

July __, 2012